The Group's shares are quoted on AIM, a market operated by London Stock Exchange plc, and as such there is no requirement to publish a detailed Corporate Governance Statement or comply with the requirements of the UK Corporate Governance Code. However, the Directors are committed to maintaining high standards of Corporate Governance and this statement sets out how the Board has applied the principles of good Corporate Governance in its management of the business in the year ended 31 July 2016, relevant to the Group’s size and complexity.

The Board

The Board is responsible for overall strategy, major finance matters and internal financial control. It also monitors executive management in the business through its review of financial, strategic and operational matters.

The Board currently comprises two Executive and two independent Non-Executive Directors. The Non-Executive Directors, namely David Jones and Chris Tyler, both have relevant and complementary expertise gained from differing business backgrounds materially enhancing the judgement and overall performance of the Board.

The Board considers Chris Tyler to be independent in character and judgement and free from any business or other relationships that could materially interfere with the exercise of his judgement. The Board also considers the non-executive Chairman; David Jones to be independent in both character and judgement.

As part of its leadership and control of the Group, the Board has an agreed list of items that are specifically reserved for its consideration. These include strategy and management, approval and monitoring of budgets, financial reporting, internal controls, major contracts, external communications with investors, Executive Director appointments and remuneration, appropriate delegation of authority and corporate governance matters.

The Board, which meets regularly at least five times per year in person and via teleconference an additional six times per year, receives timely documentation ahead of meetings which includes reports from the Executive Directors on their areas of responsibility.

Audit Committee

This comprises the Non-Executive Directors, with Chris Tyler as Chairman following Martin Robinson’s retirement on 31 July 2015. Chris Tyler is currently the Group Finance Director of Porvair Plc, a role he has held since 2004. In the view of the Board this provides the relevant financial expertise to fulfil the role of the Audit Committee Chairman. The Committee meets at least three times each year and the meetings are arranged to tie in with the Group’s financial calendar. The external auditors attend the meetings at which half year or full year results are reviewed and reported on as appropriate, both in the presence and absence of management.

The Committee’s terms of reference include reviewing the Group’s accounting policies, financial reporting, internal control and risk management processes. It also reviews the need to appoint an internal audit function and considers the appointment and fees of the external auditors together with their independence and objectivity.  The outcomes of the meetings are reported to the Board.

Remuneration Committee

This comprises the Non-Executive Directors with David Jones as Chairman. It meets at least twice each year and more regularly if circumstances require and makes recommendations to the Board on the policy, structure and amount of the remuneration of all Executive Committee members. The Committee also reviews and approves share-based compensation schemes and awards for all levels of the employees in the Group.

Nominations Committee

The Committee comprises the Non-Executive Directors, with David Jones as Chairman. The Committee has met twice this year and oversaw the appointment of Richard Amos as Chief Financial Officer on 10 May 2016. The Committee’s terms of reference includes providing a transparent process and procedure for the appointment of new Directors to the Board, reviewing the leadership needs of Plant Impact Plc,  identifying and nominating candidates for appointment to the Board, evaluating the balance of skills and knowledge and experience required on the Board and succession planning.  The outcomes of the meetings are reported to the Board.

Attendance in Meetings

The number of, and attendance of members at, Board and committee meetings during the year are shown below.

Total meeting in period

Board Meetings

Audit Committee Meetings

Remuneration Committee Meetings

Nomination Committee Meetings

David Jones

11/111

3/3

7/71

3/31

Chris Tyler

11/11

3/31

7/7

3/3

John Brubaker

11/11

-

-

-

Richard Amos2

4/4

-

-

-

1 denotes Chairman status
2 appointed to the Board on 10 May 2016

Where a Director is unable to attend a particular meeting, full documentation for the meeting is issued to them, their views are sought in advance and briefings are provided subsequent to the meeting as appropriate.

Compliance with the QCA Code

The Company is a member of the Quoted Companies Alliance (QCA).  The QCA publishes its own Corporate Governance Code (The QCA Code).  Recognising that good corporate governance helps deliver growth, throughout the year the Board worked on a governance action list to ensure full compliance with the QCA Code and this remains a high priority for the Board.

Board Evaluation

In line with best practice, the Board conducted a self-assessment to identify its strengths and weaknesses. Feedback was extremely positive overall, with the Board culture scoring particularly highly. Strong, trusting relationships have formed between Directors, which is conducive to Board members functioning well as a team. Nonetheless, some areas for improvement were identified, such as the appointment of an additional Non-Executive Director, together with succession planning.  Action has been taken to address these.

Risk Assessment and Internal Controls

The Directors are responsible for ensuring that the Group maintains a system of internal control and for reviewing its effectiveness. There are practical limits to what can be achieved in a Group of Plant Impact’s size. Accordingly, the system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

The Group has established an Executive Committee comprising the Chief Executive Officer and all other functional heads. The Executive Committee meets at least once a month to monitor and review progress on each of the Group’s projects as well as general HR and management matters. Each member of the Committee operates within a clearly defined Group structure and has appropriate operational authority.

The Group, in administering its business, has put in place strict authorisation, approval and control levels within which senior management operates. These controls reflect the Group’s organisational structure and business objectives. This control system includes clear lines of accountability to cover all areas of the organisation. The Group has a comprehensive budgeting and reporting system in place such that financial performance is monitored both by the Executive Committee and the Board. This includes a comparison of actual results to budget, variance analysis and re-forecasting of projected results.

Shareholder Relations

The Board recognises the importance of continual communication with shareholders and maintains a programme of regular dialogue with its investors, including presentations following the Group’s announcements of its preliminary full year figures and of the half year results. Separate announcements of all material events are made as necessary by press releases that are posted on the Group’s website. This provides additional information about the Group and allows access to reports and accounts, press releases and other materials issued by the Group. There is also an opportunity at the Group’s Annual General Meeting for individual shareholders to raise general business matters with the full Board. The Chairmen of the Audit and Remuneration Committees will be available at the Annual General Meeting to answer questions.

Plant Impact’s share price is available via a link on its website (www.plantimpact.com) to the London Stock Exchange plc website and via the London Stock Exchange plc’s website www.londonstockexchange.com using the symbol PIM.